TENDER AND STOCKHOLDER SUPPORT AGREEMENTTender and Stockholder Support Agreement • December 22nd, 2006 • Maxwell Acquisition CORP • Services-computer integrated systems design • Delaware
NON-TENDER AGREEMENTNon-Tender Agreement • December 22nd, 2006 • Maxwell Acquisition CORP • Services-computer integrated systems design • Delaware
This NON-TENDER AGREEMENT (this “Agreement”), dated December 19, 2006, is by and among TELEFONAKTIEBOLAGET LM ERICSSON (publ), a limited liability company under the Swedish Companies Act (“Parent”) and certain stockholders of Redback Networks, Inc., a Delaware corporation (the “Company”) set forth on signature page hereto (each a “Stockholder” and, collectively the “Stockholders”).
CONFIDENTIALITY AGREEMENT December 11, 2006Confidentiality Agreement • December 22nd, 2006 • Maxwell Acquisition CORP • Services-computer integrated systems design • Delaware
In connection with your consideration of a possible business combination (a “Transaction”) with Redback Networks Inc., a Delaware corporation (“Redback,” “we” or “us”), we expect to make available, or cause to be made available, to Ericsson AB (including your subsidiaries, “you”) and your Representatives (as defined below) nonpublic information concerning our business, operations, financial condition, assets, liabilities and employees. As a condition to such information being furnished to you and your Representatives, you agree to treat any Evaluation Material (as defined below) in accordance with the provisions of this Confidentiality Agreement and to take or abstain from taking certain other actions hereinafter set forth. Prior to the date hereof, any information disclosed to you or your Representatives by us or our Representatives has been provided subject to the terms of that certain Confidentiality Agreement, effective as of September 26, 2005, among you and us (the “Prior Confide
REDBACK NETWORKS INC. REDBACK APPRECIATION RIGHTS AGREEMENT Grant NoticeRedback Appreciation Rights Agreement • January 22nd, 2007 • Maxwell Acquisition CORP • Services-computer integrated systems design
This RAR shall become payable over a period of four years as follows: the RAR will become payable on an annual basis with respect to one-fourth (1/4th) of the RAR Units subject thereto on each Payout Date. The “Payout Date” shall mean the date on which the Company pays out the amounts, if any, determined pursuant to the formula set forth in section 3 of the “Terms and Conditions of the Redback Appreciation Rights” attached hereto. The Payout Date shall occur within 2 1/2 months following each one-year anniversary of the Grant Date set forth above over a period of four years, subject to the Employee continuing to be a Service Provider from the date hereof through the Payout Date. In the event Employee takes an unpaid leave of absence, then unless otherwise determined by the Administrator or as otherwise required by applicable laws, their right to receive any payments hereunder shall be tolled by the duration of such unpaid leave of absence.
Ericsson DECEMBER 19, 2006Agreement and Plan of Merger • December 22nd, 2006 • Maxwell Acquisition CORP • Services-computer integrated systems design
Ericsson has entered into the proposed Agreement and Plan Of Merger, by and among Redback (the “Company”), Ericsson, a limited liability company organized under the Swedish Companies Act (“Einstein”) and Ericsson Sub, a Delaware corporation and indirect wholly-owned subsidiary of Parent (“Purchaser”), (the “Agreement”), pursuant to which Purchaser will make a tender offer (the “Offer”) for each share of common stock of the Company. The Offer will be followed by a merger of Purchaser with and into the Company (the “Merger” and together with the Offer, the “Transactions”).
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • December 22nd, 2006 • Maxwell Acquisition CORP • Services-computer integrated systems design • Delaware
This STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”), dated December 19, 2006, is by and among TELEFONAKTIEBOLAGET LM ERICSSON (publ), a limited liability company under the Swedish Companies Act (“Parent”), Maxwell Acquisition Corporation, a Delaware corporation (“Purchaser”), and Kevin DeNuccio (the “Stockholder”).
